WHEREAS,Navistar International Corporation (the
“Corporation”) maintains the Navistar 1998 Non-Employee
Directors Stock Option Plan, as may be amended from time to time
(the “1998 Directors Plan”); and

WHEREAS,the 1998 Directors Plan, in relevant part,
generally reserves to the Corporation’s Board of Directors
(the “Board”) the right to modify the 1998 Directors
Plan at any time, provided that no amendment to the 1998 Directors
Plan shall, without the consent of the affected option holder,
adversely affect any right under any stock option or other award
previously granted thereunder;

NOW,
THEREFORE, BE IT RESOLVED,that the Board hereby amends the 1998 Directors
Plan, effective as of the dates specified herein, as
follows:

1.

Section 7 of
the 1998 Directors Plan is hereby amended by adding the following
text, effective as of the date on which the 1998 Directors Plan was
established (or such other effective date, as specifically provided
below), to the end thereof, to read as follows:

“Notwithstanding any provision of the Plan
to the contrary, to the fullest extent permitted under Applicable
Law, as defined in Section 15, the exercise of an option granted
under the Plan shall be settled solely in shares of Common Stock of
th

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